Directors Report of Pashupati Cotspin Ltd.

Mar 31, 2024

Your directors take pleasure in presenting the 07^th Annual Report on business and operations along with Audited Financial Statements and the Auditor''s report of your Company for the financial year ended 31^st March, 2024.

1. Financial Results

Financial Performance of the company for the year ended 31stMarch 2024 is summarized as below:

Particulars for the year ended	March 31,2024 (Standalone)	March 31,2023 (Standalone)	March 31, 2024 (Consolidated)	March 31, 2023 (Consolidated)
Net revenue from Operations (Sales)	65837.68	44273.28	66067.98	44273.28
Profit Before Depreciation, Exceptional Item and Tax	2250.19	1481.67	2299.35	1481.66
Less: Depreciation	1133.02	867.64	1182.35	867.64
Profit Before Extra - ordinary Items and Tax	1117.17	614.03	1,117.00	614.02
Extra Ordinary Items	0.00	0.00	00	0.00
Profit Before Tax	1117.17	614.03	1,117.00	614.02
Tax Expense - Current Tax	23.02	40.47	23.02	40.47
Less: MAT Credit Receivable	0.00	0.00	0.00	0.00
- Deferred Tax	263.76	162.79	263.76	162.79
Profit After Tax	830.39	410.77	830.39	410.77
EPS (Basic) (In Rs.)	5.43	2.69	5.43	2.69
EPS (Diluted) (In Rs.)	5.43	2.69	5.43	2.69

2. Overview of Company''s Financial Performance:

During the year under review, your Company has achieved a total net sale of Rs.65837.68 lacs(Standalone) and achieved Net Profit after Tax (NP) of Rs.830.39 lacs (Standalone). Your directors are optimistic about the performance of the Company in the coming years.

3. Share Capital:

The authorized share capital of the Company as on date of balance sheet is Rs.15,50,00,000/- divided into 1,55,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company as on date of balance sheet is Rs.15,28,40,000/- divided into 1,52,84,000 equity shares of Rs.10/- each.

a) Status of shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024, 100.00% of theCompany''s total paidupcapital representing 1,52,84,000 shares are in de-materialized form.

b) Other shares

Your company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule

4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies Act 2013 respectively.

4. Dividend:

Your Directors are pleased to recommend a Final Dividend of Rs.0.75 (Rupee Seventy-Five Paisa) (7.5%) per equity share of face value of Rs.10/- each for the financial year ended on 31stMarch, 2024 which shall be paid subject to approval of members at the ensuing 07thAnnual General Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on 30^th September 2024, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 07thAGM and Payment of Final Dividend.

5. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, as the Company is not coming under the limit of top 1000 listed Companies on basis of Market capitalization thus it is not required to prepare Dividend Distribution policy.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

7. Change in the nature of business, if any:

There is no change in the nature of business carried out by the Company in the Year 2023-24.

8. Amounts Transferred to Reserves:

In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter "the Act") the Company has not proposed any amount to transfer to the General reserves of the Company for the financial year 2023-24.

9. Subsidiary, Joint Ventures and Associate Companies:

A list of bodies corporate which are subsidiaries/associates/joint ventures of your Company is provided as part of the notes to consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and136 of the Act read with rules made there under and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms Part of this Integrated Annual Report.

10. Public Deposit:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11. Particulars of loan, Guarantees or Investment made under Section 186:

The details of the loans, guarantees and investments are provided in the note no 12to the audited financial statements annexed with the Annual Report.

12. Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31^st March, 2024 is available on the website of the Company at https://pashupaticotspin.com/annual-return/

13. Directors & Key Management Personnel:

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non- Executive and Independent Directors. As on the date of this report, the Board comprises of 5(Five) Directors, out of which 2 are Executive Directors, 1 is Non-Executive Director and 2 are Independent Directors that includes one Woman Independent Director. The Chairman of the Board is an executive Director. The Board of Directors duly met six(6) times on 29/05/2023,06/07/2023, 06/09/2023, 10/11/2023, 22/01/2024and 16/03/2024

during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting and Number of other Directorship and Chairmanship/ Membership of Committee of each Director in various companies is as follows:-

Name of Director	Designation	Category	No of Board Meetings held during the year	No of Board Meetings attended during the year	Attendance at the Last AGM
Mr.Saurin Jagdish Bhai Parikh	Chairman & Managing Director	Promoter	6	6	Yes
Mr.Tushar Ramesh Chandra Trivedi	Whole Time Director	Promoter	6	6	Yes
Mr.DaksheshJayantilal Patel	Non-Executive Director	Promoter	6	6	Yes
Mr.SandipAshwinbhai Parikh	Non-Executive Director	Independent	6	6	Yes
Mrs.SheelaKirtankumar Roy	Non-Executive Director	Independent	6	6	Yes

II. Appointments:

During the year under review, no Director has been appointed by the Company.

III. Cessations:

During the year under review, no Director has been resigned from the Company.

IV. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, and Companies Articles

of Association, Mr. Dakshesh Jayantilal Patel (DIN: 07859419), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for his reappointment is placed before the shareholder for approval.

V. Profile of Directors seeking appointment / reappointment:

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 07thAnnual General Meeting.

VI. Key Managerial Personnel:

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr.Saurin Jagdish Bhai Parikh, Chairman & Managing Director

b) Mr.Tushar Ramesh Chandra Trivedi, Whole Time Director

c) Mr.Haresh Kumar Ramesh Chandra Shah, Chief Financial Officer

d) Mr.Nisarg Dinesh Kumar Shah, Company Secretary & Compliance Officer

VII. Declaration from Independent Director:

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the

Companies Act, 2013 and the quorum was present throughout the meeting.

14. Board Committees:

Your Company has Four Committees of the Board, namely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders'' Relationship Committee

IV. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in detail as below:

I. Audit Committee:

The Audit Committee is duly constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The constituted Audit Committee comprises following members:

Name	Category	Position	Number of meetings held	Number of meetings attended
Mr.SandipAshwin Bhai Parikh	Independent Director	Chairman	05	05
Mrs.SheelaKirtankumar Roy	Independent Director	Member	05	05
Mr.Saurin Jagdish Bhai Parikh	Managing Director	Member	05	05

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations.

Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

â¢ Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

â¢ Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

â¢ Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

â¢ Examination and reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon

before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

â¢ Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

â¢ Review and monitor the Auditors'' independence and performance and effectiveness of audit process;

â¢ Approval or any subsequent modification of transactions of the Company with Related Parties;

â¢ Scrutiny of Inter - Corporate Loans and Investments;

â¢ Evaluations of Internal Financial Controls and Risk Management Systems;

â¢ Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

â¢ Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

â¢ Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

â¢ Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

â¢ To review the functioning of the Whistle Blower Mechanism;

â¢ Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

â¢ Oversight of the Listed entity''s financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible.

Five Audit Committee meetings were held during the

year 2023-24 on 29/05/2023, 06/09/2023, 10/11/2023,

22/01/2024 and 16/03/2024.

The board of directors has accepted all recommendations

of the Audit Committee during the year.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee and the Committee Members are:

Name	Category	Position	Number of	Number of
			meetings	meetings
			held	attended
Mrs. Sheela Kirtan kumar Roy	Independent Director	Chairman	05	05
Mr. Sandip Ashwin bhai Parikh	Independent Director	Member	05	05
Mr. Dakshesh Jayantilal Patel	Non-Executive Director	Member	05	05

Terms of reference:

The broad terms of reference of the Nomination and

Remuneration Committee are as under:

â¢ Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

â¢ Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

â¢ Succession planning for Board of Directors and Senior Management Employees;

â¢ I dentifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

â¢ Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the Website of the Company www.pashupaticotspin.com.

Five Nomination and Remuneration Committee Meeting was held during the year 2023-24 on 29/05/2023, 06/09/2023, 10/11/2023, 22/01/2024 and 16/03/2024.

III. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted vide Board Resolution dated 26/07/2017 in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mrs.SheelaKirtan Kumar Roy	Independent Director	Chairman	05	05
Mr.Tushar Ramesh Chandra Trivedi	Whole Time Director	Member	05	05
Mr.Dakshesh Jayantilal Patel	Non-Executive Director	Member	05	05

The Stakeholders Relationship Committee looksinto shareholders'' complaints related to transfer of shares, non-receipt of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

Terms of reference:

â¢ Transfer and transmission of shares held by shareholders in physical format;

â¢ Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

â¢ Status of dematerialization/rematerialization of shares;

â¢ Issue of duplicate share certificates;

â¢ Monitor and Track redressal of Investor complaints;

â¢ Oversee the performance of the Company''s Registrar and Transfer Agents;

â¢ Suggest measures for improvement upgrade the standard of services to investors from time to time;

â¢ Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

Five meetings were held during the year 2023-24 on 29/05/2023, 06/09/2023, 10/11/2023, 22/01/2024 and 16/03/2024.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted in compliance with the requirements of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

A. To recommend the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR Projects or program to be undertaken by the company as per the CSR Policy for consideration and approval by the Board of Directors.

B. Recommend the amount of expenditure to be incurred on the corporate social responsibility activities; and

C. Monitor the implementation of the Company''s corporate social responsibility policy.

As per the provisions of the Section 135 of the Companies Act, 2013 the Net Profit of the Company in FY 2022-23 was below the threshold limits therefore the Company was not under any statutory obligation to incur the CSR expenditure in FY 2023-24. and Accordingly the report on the CSR activities will not be be applicable to the Company for current reporting period.

The Corporate Social Responsibility Committee comprises the following:

Name	Category	Position	No. of meetings held	No. of meetings attended
Mr.Saurin Jagdish Bhai Parikh	Managing Director	Chairman	02	02
Mrs.SheelaKirtan Kumar Roy	Independent Director	Member	02	02
Mr.TusharRamesh Chandra Trivedi	Whole Time Director	Member	02	02

Two meetings were held during the year 2023-24 on 06/09/2023 and

16/03/2024

15. Compliance Officer

Presently, Mr. Nisarg Dineshkumar Shah is Compliance Officer of the Company who is also designated as Company Secretary of the Company.

16. Statements on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s operations in future.

18. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of report.

19. Auditors

1. Statutory Auditors:

M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were reappointed at the 06thAnnual General Meeting held on 30thSeptember, 2023 to hold office for a period of 5 (Five) years i.e. from the conclusion of 06^th (sixth) Annual General Meeting (AGM) till the conclusion of 11^th (Six) Annual General Meeting to be held in the year 2028 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

In accordance with the Companies Amendment Act, 2017, enforced on 7thMay 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

2. Cost Auditors:

Pursuant to provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit orders issued from time to time, the Board of Directors has appointed M/s. Ashish Bhavsar& Associates, Cost Accountants (FRN: 000387) as a Cost Auditors to conduct the audit of cost records of the Company. The Company has received consent from M/s. Ashish Bhavsar& Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Companyalong with a certificate confirming their independence and arm''s length relationship.

The Ordinary Resolution seeking approval from members for remuneration payable to the said Cost Auditor forms a part of the Notice of this Annual General Meeting.

3. Secretarial Auditor:

Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Khandelwal Devesh& Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit of the Company. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. KhandelwalDevesh& Associates, Practicing Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-A".

The Secretarial Audit Report for the year ended on March 31, 2024 does not contain any qualifications, reservations or adverse remarks.

4. Internal Auditors:

M/s. Sandip Desai & Co., Practicing Chartered Accountants were appointed as an Internal Auditor for the F.Y. 2023-24.

5. Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors has not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

20. Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as "Annexure-B". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as "Annexure-C"to this report.

22. State of The Company''s Affairs

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-C" and is attached to the report.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY:

A statement containing the necessary information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as "Annexure-D"to this report.

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported: None

b) the year of import:N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:N.A.

e) the expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings & Outgo

â¢ Foreign Exchange Earning: Nil

â¢ Foreign Exchange Outgo: Rs. 57.71/- Lacs

24. Particulars of contracts or arrangements with related parties

All related party transactions which were entered into during the financial year were on an arm''s length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as "Annexure - E" to this report.

25. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

26. Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

27. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (''IFC'') within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31,2024, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

During the year, no reportable material weakness was observed.

28. Directors'' Responsibility Statement:

I n terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at

the end of the financial year and of the profit and loss of the Company for that period under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Listing:

The Equity shares of the Company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2023-24.

30. Prevention of Sexual Harassment at Workplace:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to Financial Year 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

31. Vigil Mechanism/ Whistle Blower Policy:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company''s value system and business functions and represents cherished values of the Company.

During the financial year ended March 31, 2024, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman

32. Human resources

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company''s vision. Your company appreciates the spirit of its dedicated employees.

33. Corporate Governance

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

34. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company''s website www.pashupaticotspin. comunder the Company Information sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements

35. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the

organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

36. Declaration from Independent Directors and Independent Directors Meeting

The Independent Directors met on November 13, 2023, to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as a whole. The Performance of the Chairman taking into account the views of Executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of inform action between Company management and Board.

37. Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

38. The details application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

39. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reason thereof:

Not applicable during the year under review.

40. Acknowledgement

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

By Order of the Board of Directors For, PASHUPATI COTSPIN LIMITED

Sd/-

SaurinJagdish Bhai Parikh Date: 07/09/2024 Chairman & Managing Director

Place: Ahmedabad (DIN: 02136530)

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

Your Directors take pleasure in presenting the 01st Annual Report along with Audited Financial Statements of your Company for the financial year ended 31st March, 2018.

1. Company Background

Your Company was originally formed and registered as a Limited Liability Partnership under the Limited Liability Partnership Act, 2008 ("LLP Act") in the name and style of "Pashupati Cotspin LLP" (LLPIN:3046) and received a certificate of incorporation from the Registrar of Companies, Gujarat, Dadra and Nagar Havelli on January 07, 2013. Thereafter, "Pashupati Cotspin LLP" was converted from a Limited Liability Partnership to a Private Limited Company under part I Chapter XXI of Section 366 of Companies Act, 2013 with the name of "Pashupati Cotspin Private Limited" and received a fresh certificate of incorporation from the Registrar of Companies Gujarat, Central Registration Center on July 3, 2017. Later, it was converted into Public Limited Company and consequently name of company was changed from "Pashupati Cotspin Private Limited" to "Pashupati Cotspin Limited" vide Special resolution passed by the Shareholders at the Extra Ordinary General Meeting held on July 11, 2017 and a fresh certificate of Incorporation dated July 18, 2017 issued by the Registrar of Companies, Gujarat, Ahmedabad.

2. Financial Results

The revenue of your Company for the year 2017-18 is Rs. 3,344,228,3307- however there is loss of Rs.63,92,977. In comparison to last year''s revenue figures, the current year revenue has increased and your Directors look forward to improve the financial position of the Company.

The Financial Performance of the company for the year ended 31st March; 2018 is summarized as below:

(Standalone) (Amount in Rs.)

Particulars for the year ended	For the Period from July 03,2017 To March 31,2018	March 31 ,2017
Net revenue from Operations (Sales)	3,344,228,330	2,759,748,889
Profit Before Depreciation and Tax	151,243,824	172,143,549
Less: Depreciation	83,473,919	85,657,207
Profit Before Extra ordinary Items and Tax	67,769,905	86,486,342
Add: Extra Ordinary Items	-	71,218,575
Profit Before Tax	67,769,905	157,704,917
Tax Expense
- Current Tax	13,851,940	0
Less: MAT Credit Receivable	13,851,940	0
- Deferred Tax	(74,132,882)	69,203,900
Profit After Tax	(63,62,977)	226,908,817
EPS (Basic)	(0.69)	N.A.
EPS (Diluted)	(0.69)	N.A.

3. Dividend

Since the Company has incurred loss during the year ended on 31st March, 2018, hence the Board has not recommended/declared dividend for the year 2017-18.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

5. Change in the nature of business, if any-

During the year, there is no change in the nature of business of the Company.

6. Reserves

During the year under review, the Company has not transferred any amount to reserve.

7. Subsidiary, Joint Ventures and Associate Companies

The Company does not have any subsidiary, Joint venture, or Associate Company.

8. Public Deposit

9. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has not made any investments under the provisions of Section 186 of the Companies Act, 2013 however, the Company has provided loans to persons or provided security in connection with the loan to any other body corporate or person and the particulars of such loans, falling under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes no 15 to financial statements of the Company.

10. Extract of the annual return

The extract of the Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure A" and is attached to the report.

11. Directors & Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of which 2 are Executive Directors, 1 is Non Executive Director and 3 are non-executive Independent Directors that includes one Woman Director. The Chairman of the Board is an executive Director.

The Board of Directors duly met Nine (09) times on 03/07/2017, 18/07/2017, 26/07/2017, 21/08/2017, 06/ 09/2017, 03/11/2017, 14/11/2017 16/12/2017 and 06/02/2018 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting and Number of other Directorship and Chairmanship / Membership of Committee of each Director in various companies is as follows:-

Name of Director	Designation	Category	No of Board Meetings held during the year	No of Board Meetings attended during the year
Mr.Saurin Jagdish Bhai Parikh	Chairman & Managing Director	Promoter	9	9
Mr.Tushar Rameshchandra Trivedi	Whole Time Director	Promoter	9	9
Mr.Dakshesh Jayantilal Patel	Non-Executive Director	Promoter	9	9
Mr.Sandip Ashwinbhai Parikh	Non-Executive Director	Independent	9	6
Mr.Mahendrabhai Gulabdas Patel	Non-Executive Director	Independent	9	6
Mrs.Sheela Kirtankumar Roy	Non-Executive Director	Independent	9	6

II. INDUCTIONS:

The following appointments were made during the year

Mr. Saurin Jagdish Bhai Parikh appointed as a Chairman & Managing Director of the Company effective from 03/07/2017 for a period of five years.

Mr. Tushar Rameshchandra Trivedi appointed as a Whole time Director of the Company effective from 03/07/2017 for a period of five years.

Mr. Dakshesh Jayantilal Patel appointed as a Director of the Company effective from 03/07/2017.

Mr. Sandip Ashwinbhai Parikh appointed as an Additional Independent Director of the Company effective from 26/07/2017.

Mr. Mahendrabhai Gulabdas Patel appointed as an Additional Independent Director of the Company effective from 26/07/2017.

Mrs. Sheela Kirtankumar Roy appointed as an Additional Independent Director of the Company effective from 26/07/2017.

Mr. Hareshkumar Rameshchandra Shah was appointed as the Chief Financial Officer of the Company effective from 18/07/2017.

Ms. Bijal Nareshbhai Thakkar, a member of Institute of Company Secretaries of India appointed as the Company Secretary and Compliance Officer of the Company effective from 03/11/2017.

III. CESSATIONS:

Mr. Pratik Ashokbhai Patel resigned as a company secretary and compliance officer of the company effective from 03/11/2017.

IV. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Dakshesh Jayantilal Patel (DIN-07859419) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

V. Profile of Directors seeking appointment / reappointment

VI. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Saurin Jagdish Bhai Parikh, Chairman & Managing Director

b) Mr. Tushar Rameshchandra Trivedi, Whole Time Director

c) Mr. Hareshkumar Rameshchandra Shah, Chief Financial Officer

d) Ms. Bijal Nareshbhai Thakkar, Company Secretary

VII. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

12. Audit Committee

Name	Category	Position	Number of meetings held	Number of meetings attended
Mr.SandipAshwinbhai Parikh	Non Executive Independent Director	Chairman	3	1
Mrs.Sheela Kirtankumar Roy	Non Executive Independent Director	Member	3	3
Mr.Saurin Jagdish Bhai Parikh	Managing Director	Member	3	3

The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure:

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee:

The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members

of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting.

C. Role and Powers:

The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 and Companies Act, 2013 shall be as under:

1. Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

â¢ matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

â¢ changes, if any, in accounting policies and practices and reasons for the same; major accounting entries involving estimates based on the exercise of judgment by management; significant adjustments made in the financial statements arising out of audit findings; compliance with listing and other legal requirements relating to financial statements; disclosure of any related party transactions;

â¢ modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Valuation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor

f) Statement of deviations:

â¢ Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

Three meetings were held during the year 2017-18 on 05/09/2017, 14/11/2017 and 20/03/2018. 13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Nomination and Remuneration Committee comprise the following:

Name	Category	Position	Number of meetings held	Number of meetings attended
Mr.Mahendrabhai Gulabdas Patel	Non Executive Independent Director	Chairman	1	1
Mr.SandipAshwinbhai Parikh	Non Executive Independent Director	Member	1	1
Mr.Dakshesh Jayantilal Patel	Non Executive Director	Member	1	1

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure:

The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings:

The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders'' queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of Terms of Reference:

â¢ Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal and shall carry out evaluation of every director''s performance;

Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

Formulation of criteria for evaluation of performance of independent directors and the board of directors; Devising a policy on diversity of board of directors;

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

Determine our Company''s policy on specific remuneration package for the Managing Director / Executive

â¢ Director including pension rights;

â¢ Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

Decide the amount of Commission payable to the Whole time Directors;

Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

To formulate and administer the Employee Stock Option Scheme. One meeting was held during the year 2017-18 on 03/11/2017.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted vide Board Resolution dated 26/07/2017 in compliance with the requirements of Section 178 of the Companies Act, 2013. The constituted Stakeholders Relationship Committee comprises the following:

Name	Category	Position	Number of meetings held	Number of meetings attended
Mrs.Sheela Kirtankumar Roy	Non Executive Independent Director	Chairman	4	4
Mr.Mahendrabhai Gulabdas Patel	Non Executive Independent Director	Member	4	4
Mr.Tushar Rameshchandra Trivedi	Whole Time Director	Member	4	4

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

A. Tenure:

The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

B. Meetings:

The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholders'' and investors'' complaints, including and in respect of:

â¢ Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

â¢ Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

Review the process and mechanism of redressal of Shareholders'' /Investor''s grievance and suggest measures of improving the system of redressal of Shareholders'' /Investors'' grievances.

Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Four meetings were held during the year 2017-18 on 11/09/2017, 05/12/2017, 18/01/2018 and 12/03/2018.

15. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted in compliance with the requirements of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

B. Recommend the amount of expenditure to be incurred on the corporate social responsibility activities; and

C. Monitor the implementation of the Company''s corporate social responsibility policy. The Corporate Social Responsibility Committee comprises the following:

Name	Category	Position	Number of meetings held	Number of meetings attended
Mr.Saurin Jagdish Bhai Parikh	Managing Director	Chairman	2	2
Mrs.Sheela Kirtankumar Roy	Non Executive Independent Director	Member	2	2
Mr.Tushar Rameshchandra Trivedi	Whole Time Director	Member	2	2

meetings were held during the year 2017-18 on 07/10/2017 and 20/03/2018.

During the year the provisions of Corporate Social Responsibility (CSR) are not applicable to the Company. But the Company has made CSR expenses which is given as under.

Details of CSR spent during the financial year 2017-18

(a) Total amount spent for the financial year: Rs. 22,27,126/-

(b) Amount unspent, if any: NIL

Sr. No	CSR project or activity Identified.	Sector in which the Project is covered	Projects or programs 1)Local area or other 2)Specify the State and district where projects or programs were undertaken	Amount outlay (budget) Project or programs wise	Amount spenton the Projects or programs Sub-heads: (1)Direct expenditure on projects or Programs (2)Ovemeads:	Cumulative expenditure up to the reporting period	Amount spent Direct or through implementing agency
1.	Cancer Awareness	Promoting Health Care	The Company has carried out Cancer Awareness Programme in the nearby area of its works situated at Balasar in the state of Gujarat, India	No	Rs.22,27,126	Rs.22,27,126	Through Human Wellness Foundation

16. Compliance Officer

The Company Secretary & Compliance Officer of the Company Mr. Pratik Ashokbhai Patel has tendered his resignation from the post of Company Secretary and Compliance Officer of the company from 03rd November, 2017.

Ms. Bijal Nareshbhai Thakkar, is appointed as Company Secretary & Compliance Officer of the Company w.e.f 03rd November, 2017.

17. Statements on Formal Annual Evaluation of Board

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of report.

19. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the regulators of courts or tribunals impacting the going concerns status and Company''s operations in future.

20. Auditors

1. Statutory Auditors

M/s. Mahendra N. Shah & Co., Chartered Accountants, appointed as first auditor of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. The Board

of Directors of Company has recommended their appointment as statutory auditor of the company for a period of 5 (Five) years i.e. from 1st Annual General Meeting to 6th Annual General Meeting of the Company to be held in the year 2023 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

The consent of Mahendra N. Shah & Co., Chartered Accountants along with the certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of the Auditors of the Company.

There are no qualifications, reservations or adverse remarks made by M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

2. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

3. Secretarial Auditor

M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-B".

There are no qualifications, reservations or adverse remarks made by M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, in their report.

21. Personnel

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as "Annexure-C". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as "Annexure-D" to this report.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY:

A statement containing the necessary information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as "Annexure E" to this report.

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) the expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings & Outgo

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: Rs. 12,24,30,038/-

24. Particulars of contracts or arrangements with related parties:

All related party transactions which were entered into during the financial year were on an arm''s length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and Marked as "Annexure F" to this report.

25. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

26. Adequacy of Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements.

During the year, no reportable material weakness was observed.

27. Directors'' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period under review.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. Listing

Your Directors are pleased to inform you that in the financial year 2017-18 the Company has issued and allotted 27,84,000 Equity shares of Rs.10/- each at price of Rs, 75/-per share (including premium of Rs.65/- per share) to public through Initial Public offer (IPO) and its equity shares were listed on SME platform of NSE (NSE Emerge) on 08/09/2017.

As on date of this report, the shares of the Company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2018-19.

29. Corporate Governance

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

30. Acknowledgement

The Directors place on record their sincere thanks to the Bankers, Business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	For and on behalf of the Board of Directors
Date : 02/08/2018	Saurin Jagdish Bhai Parikh
Place : Ahmedabad	Chairman & Managing Director
	(DIN: 02136530)

ANNEXURE - "A" FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN OF PASHUPATI COTSPIN LIMITED As on financial year ended on 31.03.2018

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS:

1.	CIN	U1 7309GJ201 7PLC0981 1 7
2.	Registration Date	03/07/2017
3.	Name of the Company	Pashupati Cotspin Limited
5.	Address of the Registered office & contact details	Survey No.404 At& Post Balasar, Kadi-Detroj Road, Kadi Mahesana-382715, Gujarat
6.	Whether listed company	Yes
7.	Name, Address & Contact details of Registrar and Transfer Agent, if any	Sharex Dynamic (India) Private Ltd Unit-1 , Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400 072.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

s. N.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Preparation and spinning of cotton fiber including blended cotton	13111	63.49
2.	Cotton ginning, cleaning and bailing	01632	36.51

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

S. N.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associates	%of Shares Held	Applicable Section under Companies Act, 201 3

s.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associates	%of Shares Held	Applicable Section under Companies Act, 201 3
N.

IV. SHARE HOLDING PATTERN :

Category of Shareholders	No. of Shares held at the beginning of the year (As on 03-07-2017)				No. of Shares held at the end of the year (As on 31-03-2018)				% Change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares	% Change during the year
A. Promoter
1) Indian
a) Individual/ HUF	--	6675000	6675000	89.00	6675000	--	6675000	64.91	(24.09)
b) Central Govt	--	--	--	--	--	--	--	--	--
c) State Govt(s)	--	--	--	--	--	--	--	--	--
d) Bodies Corp	--	--	--	--	--	--	--	--	--
e) Banks / Fl	--	--	--	--	--	--	--	--	--
f) Any Other	--	--	--	--	--	--	--	--	--
Total Shareholding of promoter(A)	--	6675000	6675000	89.00	6675000	--	6675000	64.91	(24.09)

Category of Shareholders	No. of Shares held at the beginning of the year (As on 03-07-2017)				No. of Shares held at the end of the year (As on 31-03-2018)				% Change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares	% Change during the year
B. Public Shareholding
1. Institutions	--	--	--	--	--	--	--	--	--
a) Mutual Funds	--	--	--	--	--	--	--	--	--
b) Banks / Fl	--	--	--	--	--	--	--	--	--
c) Central Govt	--	--	--	--	--	--	--	--	--
d) State Govt(s)	--	--	--	--	--	--	--	--	--
e) Venture Capital Funds	--	--	--	--	--	--	--	--	--
f) Insurance Companies	--	--	--	--	--	--	--	--	--
g) Flls	--	--	--	--	--	--	--	--	--
h) Foreign Venture Capital Funds	..	..	..	..	..	..	..	..	..
i) Others (specify)	--	--	--	--	--	--	--	--	--
Sub-total(B)(1)	--	--	--	--	--	--	--	--	--
2. Non Institutions
a) Bodies Corp.	--	--	--	--	--	--	--	--	--
(i) Indian	-	-	-	-	700800	-	700800	6.81	6.81
(ii) Overseas
b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh					342400		342400	3.33	3.33
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh		825000	825000	11.00	2156200		2156200	20.97	9.97
c) Others (Specify)
HUF	--	--	--	--	116800	--	116800	1.14	1.14
Non Resident Indians	--	--	--	--	1600	--	1600	0.02	0.02
Overseas Corporate Bodies	--	--	--	--	--	--	--	--	--
Foreign Nationals	--	--	--	--	--	--	--	--	--
Clearing Members	--	--	--	--	291200	--	291200	2.83	2.83
Trusts	--	--	--	--	--	--	--	--	--
Foreign Bodies - D R	--	--	--	--	--	--	--	--	--
Sub-total(B)(2)	--	825000	825000	11.00	3609000	--	3609000	35.09	24.09
Total Public Shareholding (B)=(B)(1) (B)(2)	mm	825000	825000	11.00	3609000	m	3609000	35.09	24.09
C. Shares held by Custodian for GDRs &ADRs
Grand Total (A B C)	--	7500000	7500000	100	10284000	--	10284000	100	--

B) Shareholding of Promoters :

s. N.	Shareholder''s Name	Shareholding at the beginning of the year (03-07-2017)			Shareholding at the end of the year (31-3-2018)			% change in shareholding during the year
s. N.		No. of Shares	% of total Shares of the Company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the Company	%of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Saurin Jagdishbhai Parikh	1725000	23.00	-	1725000	16.77	-	(6.23)
2	Falguni Mitesh Parikh	1125000	15.00	-	1125000	10.94	-	(4.06)
3	Hariprabha Aravindbhai Parikh	975000	13.00	-	975000	9.48	-	(3.52)
4	Renukaben J. Parikh	975000	13.00	-	975000	9.48	-	(3.52)
5	Ashish Rameshchandra Trivedi	600000	8.00	-	600000	5.83	-	(2.17)
6	Bhaveshkumar Jayantilal Patel	525000	7.00	-	525000	5.11	-	(1.89)
7	Dakshesh Jayantilal Patel	525000	7.00	-	525000	5.11	-	(1.89)
8	Tushar Rameshchandra Trivedi	225000	3.00	-	225000	2.19	-	(0.81)

C) Change in Promoters'' Shareholding : (please specify, if there is no change)

S. N.	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
S. N.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1.	At the beginning of the year	6675000	89.00	6675000	89.00
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):		No change*
	At the end of the year	6675000	64.91	6675000	64.91

*Due to Increase in Subscribed and Paid up Share Capital of the Company as company brought out an IPO in the financial year 2017-18.

D) Shareholding pattern of top ten shareholders :

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S. N.	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year (03-07-2017)		Cumulative Shareholding during the year
S. N.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1.	MUKESHKUMAR VITTHALBHAI PATEL
	At the beginning of the year	600000	8.00	600000	8.00
	Increase/Decrease in Shareholding during the year	Nil*
	At the end of the year	600000	5.83	600000	5.83

D) Shareholding pattern of top ten shareholders :

s. N.	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year (03-07-2017)		Cumulative Shareholding during the year
s. N.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
2.	ANS PVT LIMITED
	At the beginning of the year	0.00	0.00	0.00	0.00
	Allotment on 15/09/2017	56000
	Sell on 22/09/201 7	12800
	Sell on 30/09/201 7	24000		19200
	Purchase on 06/10/2017	1600
	Purchase on 20/10/2017	14400
	Purchase on 27/1 0/201 7	17600
	Purchase on 10/11/2017	1600
	Purchase on 17/1 1/201 7	8000
	Purchase on 24/1 1/201 7	4800
	Purchase on 01/12/2017	9600		76800
	Sell on 22/1 2/201 7	1600
	Sell on 19/01/2018	52800		22400
	Purchase on 09/02/2018	4800
	Purchase on 16/02/2018	1600
	Purchase on 23/02/2018	3200
	Purchase on 02/03/2018	3200
	Purchase on 09/03/2018	1600
	Purchase on 23/03/2018	118400
	Purchase on 31/03/2018	132800		288000
	At the end of the year	288000	2.80	288000	2.80
3.	GUJCOT ENTERPRISES LLP
	At the beginning of the year	0.00	0.00	0.00	0.00
	Purchase on 08/12/2017	225600		225600
	At the end of the year	225600	2.19	225600	2.19
4.	TORALBEN URDEEP BRAHMBHATT
	At the beginning of the year	225000	3.00	225000	3.00
	Date wise Increase/Decrease in Shareholding during the year	Nil*
	At the end of the year	225000	2.19	225000	2.19
5.	INVESTMENTOR SECS LTD
	At the beginning of the year	0.00	0.00	0.00	0.00
	Allotment on 15/09/2017	220800		220800
	Purchase on 27/1 0/2 17	22400		243200
	Sale on 17/11/2017	22400		220800
	At the end of the year	220800	2.15	220800	2.15
6.	PARAKTRADEWING LLP
	At the beginning of the year	0.00	0.00	0.00	0.00
	Purchase on 22/1 2/201 7	73600
	Purchase on 29/1 2/201 7	56000
	Purchase on 12/01/2018	89600		219200
	At the end of the year	219200	2.13	219200	2.13

s. N.	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year (03-07-2017)		Cumulative Shareholding during the year
s. N.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
7.	ANITA NIMESH SHAH
	At the beginning of the year	0.00	0.00	0.00	0.00
	Purchase on 27/10/2017	97600
	Purchase on 22/1 2/201 7	30400		128000
	At the end of the year	128000	1.25	128000	1.25
8.	JAYESHKUMAR MANILAL PATEL
	At the beginning of the year	0.00	0.00	0.00	0.00
	Allotment on 15/09/2017	110400
	At the end of the year	110400	1.07	110400	1.07
9.	TARUNA KIRTIKUMAR JAIN
	At the beginning of the year	0.00	0.00	0.00	0.00
	Purchase on 08/12/2017	99200
	At the end of the year	99200	0.97	99200	0.97
10.	SANJAY GIJUBHAI AMIN
	At the beginning of the year	0.00	0.00	0.00	0.00
	Allotment on 15/09/2017	166400
	Sell on 20/1 0/201 7	27200
	Sell on 27/1 0/201 7	46400		92800
	At the end of the year	92800	0.90	92800	0.90

*Due to Increase in Subscribed and Paid up Share Capital of the Company as company brought out an IPO in the financial year 2017-18.

E) Shareholding of Directors and Key Managerial Personnel:

S. N.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
S. N.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	Saurin Jagdish Bhai Parikh
	At the beginning of the year	1725000	23.00	1725000	23.00
	Date wise Increase / Decrease in Shareholding during the year	Nil*
	At the end of the year	1725000	16.77	1725000	16.77
2	Tushar Rameshchandra Trivedi
	At the beginning of the year	225000	3.00	225000	3.00
	Date wise Increase / Decrease in Shareholding during the year	Nil*
	At the end of the year	225000	2.19	225000	2.19

s. N.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
s. N.		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
3	Dakshesh Jayantilal Patel
	At the beginning of the year	525000	7.00	525000	7.00
	Date wise Increase / Decrease in Shareholding during the year	Nil*
	At the end of the year	525000	5.11	525000	5.114
4.	Sandip Ashwinbhai Parikh	-	-	-	-
	At the beginning of the year	-	-	-	-
	Date wise Increase / Decrease in Shareholding during the year	.	.	.	.
	At the end of the year	-	-	-	-
5	Mahendrabhai Gulabdas Patel
	At the beginning of the year	0.00	0.00	0.00	0.00
	Allotment on 15/09/2017	22400	0.22	22400	0.22
	At the end of the year	22400	0.22	22400	0.22
6	Sheela Kirtankumar Roy	-	-	-	-
	At the beginning of the year	-	-	-	-
	Date wise Increase / Decrease in Shareholding during the year	.	.	.	.
	At the end of the year	-	-	-	-
7	Hareshkumar Rameshchandra Shah	-	-	-	-
	At the beginning of the year	-	-	-	-
	Date wise Increase / Decrease in Shareholding during the year	.	.	.	.
	At the end of the year	-	-	-	-
8	Bijal Nareshbhai Thakkar	-	-	-	-
	At the beginning of the year	-	-	-	-
	Date wise Increase / Decrease in Shareholding during the year	.	.	.	.
	At the end of the year	-	-	-	-

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	970648312*	164685869*	-	1135334181*
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	970648312	164685869	-	1135334181
Change in Indebtedness during the financial year
* Addition	5314325954	19590044	-	5333915998
* Reduction	5026181290	21393604	-	5047574894
Net Change	288144664	(1803560)	-	286341104
Indebtedness at the end of the financial year
i) Principal Amount	1258792976	162882309	-	1421675285
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	1258792976	162882309	-	1421675285

*Opening Balance as on 03/07/2017.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
Sr. No.		Saurin J. Parikh (MD)	Tushar R. Trivedi (WTD) (w.e.f. 03/07/2017)	Total Amount
1	Gross salary	-	1,80,000	1,80,000
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	.	.	NIL
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	NIL
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	.	.	NIL
2	Stock Option	-	-	NIL
3	Sweat Equity	-	-	NIL
4	Commission - as % of profit others, specify...			NIL
5	Others, please specify	-	-	NIL
	Total (A)	-	1,80,000	1,80,000

B. Remuneration to other directors :

Sr. No.	Particulars of	Name of Directors
Sr. No.	Remuneration	Mr. Sandip A. Parikh	Mrs. Mahendrabhai G. Patel	Mrs. Sheela K. Roy	Mr. Dakshesh J. Patel	Total Amount
1	Independent Directors				-	-
	Fee for attending board / committee meetings	_	_	_	_	_
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (1)	â	â	-	-	-
2	Other Non-Executive Directors	_	_	_	s	_
	Fee for attending board / committee meetings	_	_	_	_	_
	Commission
	Others, please specify	-	-	-	-	-
	Total (2)	-	-	-	-	-
	Total (B)=(1 2)	â	â	-	-	-
	Total Managerial Remuneration	_	_	_	_	_
	Overall Ceiling as per the Act	Rs.1 ,00,000/- per meeting

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/ WTD :

Sr. No.	Particulars of Remuneration	Key Managerial Personnel
Sr. No.		CFO Mr. Hareshkumar Shah (w.e.f. 18/07/2017)	CS Mr.Pratik Ashokbhai Patel*	CS Ms.Bijal Thakkar# (w.e.f. 03/11/2017)	Total Amount
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	1,74,400	49,600	89,000	3,13,000
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	.	.	.
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission - as % of profit Others specify...	-	-	-
5	Others, please specify
	Total	1,74,400	49,600	89,000	3,13,000

* Ceased as a Company Secretary w.e.f. 03/11/2017

# appointed as Company Secretary w.e.f. 03/11/2017

vi. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Tyi	36	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT /Court]	Appeal made. If any (give details)
A.	COMPANY
	Penalty
	Punishment			NONE
	Compounding
B.	DIRECTORS
	Penalty
	Punishment			NONE
	Compounding
C.	OTHER OFFICERS IN DEFAULT
	Penalty
	Punishment			NONE
	Compounding

ANNEXURE - "B" FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Pashupati Cotspin Limited

Kadi, Gujarat.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PASHUPATI COTSPIN LIMITED (CIN: U17309GJ2017PLC098117) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 (''Audit Period'') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

The Companies Act, 2013 (the Act) and the rules made there under. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable to the company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the company during the audit period);

I have relied on the representations made by the Company and its officers for systems and mechanism formed by the Company for compliances of other specific applicable Acts, Laws and Regulations to the Company as mentioned hereunder;

a) The Employees'' Provident Funds and Miscellaneous Provisions Act, 1952

b) The Factories Act, 1948

c) The Minimum Wages Act, 1948, and rules made there under

d) Payment of Gratuity Act, 1972

e) Payment of Bonus Act, 1965

I have also examined compliance with the applicable Clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Board takes decision by majority of directors while the dissenting directors'' views are captured and recorded as part of the minutes.

I further report that:

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations and guidelines.

I further report that during the audit period the Company has issued 27,84,000 equity share of Rs.10/- each at a price of Rs.75/- per share (including premium of Rs.65/- per share) through Initial Public Offer (IPO) and listed its equity shares on SME platform of National Stock Exchange (NSE Emerge) on 08th September, 2017

I further report that during the audit period the Company has taken the borrowing power limit upto Rs. 200 Crores (Rupees Two Hundred Crores) under section 180 (1) (c) by passing a Special Resolution in the Extra Ordinary General Meeting dated 11th July, 2017.

I further report that there were no other instances of:

(i) Rights/Preferential issue of Shares/debentures/sweat equity.

(ii) Redemption/buy-back of securities.

(iii) Merger / amalgamation etc.

(iv) Foreign technical collaborations.

For, Vishwas Sharma and Associates, Company secretaries,

Vishwas Sharma Proprietor ACS: 33017 COP No.:16942 Date : 02/08/2018 Place : Ahmedabad

Note: This report is to be read with my letter of even date which is annexed as Annexure herewith and forms and integral part of this report.

Annexure to Secretarial Audit Report

To,

The Members,

Pashupati Cotspin Limited

Kadi, Gujarat.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representations about the compliance of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, Vishwas Sharma and Associates, Company secretaries,

Vishwas Sharma Proprietor ACS: 33017 COP No.: 16942 Date : 02/08/2018 Place : Ahmedabad

ANNEXURE - "C"

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of subsection 12 of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

No.	Requirements	Disclosure
I.	The ratio of the remuneration of each director to the median remuneration of the employees for the financial year	WTD 1.01 times
II.	The percentage increase in remuneration of each director, CFO, CEO, CS in the financial year	No increase
III.	The percentage increase in the median remuneration of employees in the financial year	No increase
IV.	The number of permanent employees on the rolls of the Company as on 31st March, 2018	272
V.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Nil
VI.	Affirmation that the remuneration is as per the remuneration policy of the company	Yes, it is confirmed

	For and on behalf of the Board of Directors
Date : 02/08/2018	Saurin Jagdish Bhai Parikh
Place : Ahmedabad	Chairman & Managing Director
	(DIN: 02136530)

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